As filed with the Securities and Exchange Commission on August __, 2002
Registration No. 333-86834
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GENUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2790804
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94089
(408) 747-7120
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM W.R. ELDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENUS, INC.
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94089
(408) 747-7120
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
MARIO M. ROSATI, ESQ.
MARK CASILLAS, ESQ.
WILLIAM GRAVES, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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On April 24, 2002, Genus, Inc., a California corporation ("Genus"), filed
its Registration Statement on Form S-3 (File No. 333-86834) (the "Registration
Statement"), covering 726,980 shares of Genus Common Stock (the "Shares") to be
sold by or for the account of certain prospective stockholders of Genus (the
"Selling Stockholders"). On April 29, 2002, the Securities and Exchange
Commission declared the Registration Statement effective.
The Registration Statement was filed in order to register the resale of the
Shares, which were to be issued upon the exercise of certain warrants dated
May14, 2001 (the "Warrants") that were issued in conjunction with a private
placement of Genus Common Stock exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act").
The Company wishes to remove all of the Shares from registration at this
time because none of such Shares were sold pursuant to the Registration
Statement and the Warrants have been fully exercised or terminated by the
Company, pursuant to the terms therein.
Accordingly, the Company hereby de-registers the 726,980 Shares (such
number being equal to the total number of Shares initially registered under the
Registration Statement) registered pursuant to the Registration Statement
remaining unsold thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on August __, 2002.
GENUS, INC.
By: /s/ Shum Mukherjee
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Shum Mukherjee
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Mario M. Rosati and Mark Casillas, jointly and
severally, his or her attorneys-in-fact, each with the power of substitution,
for him or her in any and all capacities, to sign any amendment to this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the date
indicated:
SIGNATURE TITLE DATE
- --------------------------- ----------------------- ----------------
/s/ William W.R. Elder Chairman of the Board, President
- --------------------------- and Chief Executive Officer August 23, 2002
(William W.R. Elder) (Principal Executive Officer)
/s/ Shum Mukherjee Chief Financial Officer
- --------------------------- (Principal Financial and August 23, 2002
(Shum Mukherjee) Accounting Officer)
/s/ Todd S. Myhre Director August 23, 2002
- ---------------------------
(Todd S. Myhre)
/s/ Mario M. Rosati Director and Secretary August 23, 2002
- ---------------------------
(Mario M. Rosati)
/s/ G. Frederick Forsyth Director August 23, 2002
- ---------------------------
(G. Frederick Forsyth)
/s/ George D. Wells Director August 23, 2002
- ---------------------------
(George D. Wells)
/s/ Robert J. Richardson Director August 23, 2002
- ---------------------------
(Robert J. Richardson)